U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                           STATEMENT REGARDING CHANGE
                      IN MAJORITY OF DIRECTORS PURSUANT TO
              SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934








                            VEGA-ATLANTIC CORPORATION
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

                         Commission file number 0-27845


           COLORADO                                              84-1304106
_______________________________                              ___________________
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation of organization)                              Identification No.)



                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230
                    ________________________________________
                    (Address of Principal Executive Offices)


                                 (360) 332-3823
                           ___________________________
                           (Issuer's telephone number)




























                            VEGA-ATLANTIC CORPORATION
                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230


                                    STATEMENT
                                      Dated
                                 August 11, 2003


                                     GENERAL

     This statement pursuant to Section 14(f) of the Securities  Exchange Act of
1934, as amended (the  "Statement") is being  circulated to the  shareholders of
Vega-Atlantic Corporation, a Colorado corporation (the "Company"), in connection
with a special  meeting held by the Board of Directors of the Company  approving
the execution of and related ancilliary  documentation an agreement in principle
dated June 19,  2003 and a  subsequent  merger  agreement  dated  July 22,  2203
(collectively,   the  "Merger  Agreement")  among  the  Company,   Vega-Atlantic
Acquisition Corporation, the Company's wholly-owned subsidiary (Vega-Atlantic"),
Transax  Limited,  a  Colorado  corporation  ("Transax"),  and  certain  selling
shareholders of Transax.

     Pursuant  to the  terms  and  conditions  of  the  Merger  Agreement  and a
corresponding  contribution  agreement,  as entered into between the Company and
Vega-Atlantic on the closing date of the Merger Agreement:  (i) the Company will
contribute to Vega-Atlantic  11,066,207  shares of its restricted  Common Stock,
4,500,000   stock  options  and  4,100,000   share   purchase   warrants;   (ii)
Vega-Atlantic will exchange therefore with all Transax shareholders an aggregate
of 11,066,207  shares of the Company's  restricted Common Stock (on the basis of
each two Transax shares of common stock  exchanged into the right to receive one
share of  Common  Stock  of the  Company);  (iii)  Vega-Atlantic  will  exchange
therefore with all Transax optionholders an aggregate of 4,500,000 stock options
to replace all stock options  presently  outstanding in Transax (on the basis of
each two Transax  stock  options  exchanged  into the right to receive one stock
option of the Company);  and (iv) Vega-Atlantic will exchange therefore with all
Transax  warrantholders  an aggregate of 4,100,000  share  purchase  warrants to
acquire a further  4,100,000 shares of the Company's Common Stock to replace all
share purchase warrants  presently  outstanding in Transax (on the basis of each
two Transax  share  purchase  warrants  exchanged  into the right to receive one
share purchase warrant of the Company.

     On July 22, 2003,  the Board of  Directors  also  approved  and  authorized
certain  corporate action,  including an amendment to the Company's  Articles of
Incorporation to effect a proposed change in name and adoption of a stock option
plan for the Company. The Board of Directors further authorized and directed the
filing with the Securities and Exchange  Commission and subsequent  distribution
to  the  shareholders  of  record  as of May  30,  2003,  a  notice  of  special
shareholders'   meeting  and  a  proxy  statement   (collectively,   the  "Proxy
Statement"). On approximately July 20, 2003, the Proxy Statement was distributed
to all shareholders of the Company.





                       VOTING SECURITIES AND VOTE REQUIRED

     Pursuant to the Proxy Statement, a special meeting of shareholders was held
on August 8, 2003 (the "Meeting") for the following  purposes:  (i) to approve a
proposed amendment (the "Amendment") to the Company's Articles of Incorporation,
as amended,  to  effectuate  a proposed  name  change of the Company  (the "Name
Change")  to such  name as may be  approved  by the  Board of  Directors  of the
Company in its sole and absolute  discretion;  (ii) to approve a proposed  stock
option plan for key  personnel of the Company  (the "Stock  Option  Plan");  and
(iii) to ratify the prior actions by  shareholders of the Company taken pursuant
to a written  consent of dated  March 25, 2003  approving a reverse  stock split
effectuated approximately April 2, 2003 (the "Reverse Stock Split").

     Only  shareholders  of record at the close of business on June 9, 2003 (the
"Record  Date")  were  entitled  to notice  of and to vote the  shares of Common
Stock,  $0.00001  par  value,  of the  Company  held by them on such date at the
Meeting or any and all adjournments  thereof. As of the Record Date an aggregate
1,126,606 shares of Common Stock were  outstanding.  There was no other class of
voting securities outstanding at that date.

     Each share of Common Stock held by a shareholder  entitled such shareholder
to one vote on each matter that was voted upon at the Meeting. The presence,  in
person or by proxy,  of the holders of a majority of the  outstanding  shares of
Common Stock was necessary to constitute a quorum at the Meeting.  Assuming that
a quorum was present,  (i) the affirmative  vote of the holders of a majority of
the shares of Common  Stock  outstanding  was  required to approve the  proposed
Amendment to effectuate the proposed Name Change to such name as may be approved
by the Board of Directors  of the Company in its sole and  absolute  discretion;
(ii) the  affirmative  vote of the holders of a majority of the shares of Common
Stock  outstanding  was required to approve the proposed  Stock Option Plan; and
(iii) the affirmative  vote of the holders of a majority of the shares of Common
Stock  outstanding was required to ratify the prior actions of the  shareholders
taken  pursuant  to the  written  consent of  shareholders  dated March 25, 2002
approving the Reverse Stock Split.

     On August 8, 2003, the Meeting of shareholders  was held with the resulting
votes cast either in person or proxy as follows:  (i) 822,251 votes FOR approval
of the Name  Change  and 93 votes  AGAINST  approval  of the Name  Change;  (ii)
732,782  votes FOR  approval  of the  Stock  Option  Plan and 126 votes  AGAINST
approval of the Stock Option Plan; and (iii) 822,201 votes FOR  ratification  of
the Reverse Stock Split and 118 votes AGAINST  ratification of the Reverse Stock
Split.

     Moreover,   on  August  8,  2003,  the   shareholders  of  Transax  holding
approximately  92.16% of the issued and  outstanding  shares of common  stock of
Transax  approved  the terms and  conditions  of the  Merger  Agreement  and its
related materials.

     It is  anticipated  that  consummation  of the  Merger  Agreement  will  be
effective  approximately August 14, 2003.  Commensurate with consummation of the
Merger  Agreement,  the Board of Directors of the Company shall appoint  Stephen
Walters as the President, Chief Executive Officer and a director of the Company,
and  Nathalie  Pilon CMA as the Chief  Financial  Officer and  Secretary  of the
Company, both effective August 14, 2003.  Commensurate with the effectiveness of
this  Statement,  the  following  additional  officers  and  directors  shall be
appointed to their respective positions with the Company effective approximately
August 22, 2003.





                    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                               AND CONTROL PERSONS

     In accordance  with the terms and provisions of the Merger  Agreement,  the
Board of Directors of the Company will  subsequently (i) appoint Stephen Walters
as a director and as the  President and Chief  Executive  Officer of the Company
effective  August  14,  2003;  (ii)  appoint  Nathalie  Pilon  CMA as the  Chief
Financial  Officer and Secretary of the Company effective August 14, 2003; (iii)
nominate and appoint the following  additional  persons effective  approximately
August 22,  2003 to serve as  directors  of the  Company  until the next  annual
meeting of the Company's  shareholders or until their  respective  successor has
been  elected  and  qualified;  and (iv)  nominate  and  appoint  the  following
additional persons effective  approximately August 22, 2003 to serve as officers
of the Company.

       Name                Age                  Position with the Company
__________________         ___              _________________________________

Stephen Walters            44               President/Chief Executive Officer
                                            and Director

Graeme Smith               42               Vice President and Director


Nathalie Pilon CMA         35               Chief Financial Officer/Secretary

Laurie Bewes BBA           51               Director

David M. Bouzaid           49               Director

Grant Atkins               43               Director

     STEPHEN WALTERS will be appointed as the President, Chief Executive Officer
and a director  of the  Company,  effective  on August  14,  2003.  Mr.  Walters
currently is the president,  chief executive  officer and a director of Transax.
Mr.  Walters  has  more  than  fifteen  years  of  business  experience  in  the
Asia-Pacific  Region.  He is responsible for corporate  development  initiatives
that  have seen a  successful  restructuring  of the  predecessor  company.  Mr.
Walters is also the founder and principal of the Carlingford  Group of companies
based in Singapore.  In the past twenty-four months, Mr. Walters has raised over
$6,000,000  for  investment  in  promising  early  stage  technology   companies
principally   from  North  America  and  to  expand  their   operations  to  the
Asia-Pacific  region through the  establishment of joint ventures with strategic
partners and licensing arrangements.  The Carlingford Group focuses on companies
in the biomedical,  computer network and wireless telecommunications industries.
Mr.  Walters  possesses  an in depth  knowledge  of the  public  markets  having
previously  acted as  president  and chief  executive  officer  of a USA  public
company.  Mr Walters currently is a director of a number of private companies in
Canada and Singapore.

     GRAEME SMITH has been  nominated to be appointed as a Vice  President and a
director of the Company,  effective on August 22, 2003.  Mr. Smith  currently is
the vice president and a director of Transax. During the past several years, Mr.
Smith was a former





general manager of Telstra  Technologies  of Australia and managing  director of
Telstra Corporation's customer premises equipment business with a responsibility
for a  workforce  of over 5,500  staff and a cash flow of over $1  billion.  Mr.
Smith's principal  expertise is related to business  development,  marketing and
strategic planning within the  telecommunications  industry.  More recently, Mr.
Smith co-founded a private  telecommunications  company and successfully  raised
over $100 million in the capital markets for mergers and  acquisition  purposes.
Currently,  Mr. Smith is also  chairman and  president of an  organization  that
specializes  in assisting  telecommunication  companies  seeking  entry into the
global marketplace.

     NATHALIE  PILON  will be  appointed  as the  Chief  Financial  Officer  and
Secretary of the Company,  effective on August 14, 2003. Ms. Pilon  currently is
the chief  financial  officer and  secretary  of Transax.  Over the past several
years,  Ms. Pilon has gained  significant  experience in finance,  international
accounting,  management  and strategic  planning  while acting as controller for
development  stage  corporations,  such as Lorus  Therapeutics,  Inc.  (formerly
Imutec  Corporation  Inc.). Ms. Pilon was also formerly chief financial  officer
for MIV Therapeutics Inc., an OTCBB listed company. Over the past few years, Ms.
Pilon consulted with various biotech and high tech companies,  including Chromos
Molecular Systems and International Hydro Cut. Ms. Pilon holds a CMA designation
and obtained her bachelor's  degree in Business  Administration  from Sherbrooke
University in 1990.

     LAURIE  BEWES has been  nominated  to be  appointed  as a  director  of the
Company,  to be effective on August 22, 2003. Mr. Bewes  currently is a director
of Transax. Mr. Bewes has a Bachelor of Business  Administration (RMIT) and is a
member of the Australian  Institute of Company Directors  (MAICD).  His business
background  over  the  past  twenty  years  includes  joint  ventures,  business
development,  mergers,  infrastructure  privatization and start-ups across South
America  (Argentina and Brazil),  Asia  (Indonesia,  Singapore and Malaysia) and
Australia/New  Zealand.  Mr.  Bewes  has  worked  in  various  senior  executive
positions for companies such as P & O, ANL and TNT.

     DAVID  BOUZAID  has been  nominated  to be  appointed  as a director of the
Company, to be effective on August 22, 2003. Mr. Bouzaid currently is a director
of Transax.  Mr. Bouzaid has accumulated  twenty-seven  years  experience in the
health insurance  industry within Asia and the Australasia  region.  Mr. Bouzaid
specializes in New Business Development within the health insurance industry and
over the  past  four  years he has  gained a  wealth  of  experience  in  Global
Healthcare Insurance.  Mr. Bouzaid is currently regional director (Asia-Pacific)
for Interglobal Insurance Services Ltd. based in Bangkok, Thailand.

     GRANT ATKINS is a director of the Company and has been the  President/Chief
Executive Officer,  Secretary,  Treasurer/Chief  Financial Officer since October
15, 1998.  For the past six years,  Mr.  Atkins has been  self-employed  and has
acted  as  a  financial  and  project  coordination  consultant  to  clients  in
government and private industry. He has extensive  multi-industry  experience in
the fields of finance,  administration and business development. During 1998 and
1999 Mr.  Atkins was a  consultant  through  the private  management  consulting
companies  of TriStar  Financial  Services,  Inc.  and  Investor  Communications
International,  Inc.  Mr.  Atkins is also a member of the board of  directors of
Intergold  Corporation,  a publicly traded  corporation  formerly engaged in the
exploration  of gold and  silver,  and a member  of the  board of  directors  of
GeneMax Corp., a publicly traded corporation.





     As of the date of this Statement,  no director or executive  officer of the
Company is or has been  involved  in any legal  proceeding  concerning:  (i) any
bankruptcy  petition filed by or against any business of which such person was a
general  partner or executive  officer  either at the time of the  bankruptcy or
within  two  years  prior  to that  time;  (ii)  any  conviction  in a  criminal
proceeding or being subject to a pending criminal proceeding  (excluding traffic
violations  and other minor  offenses)  within the past five years;  (iii) being
subject to any order,  judgment or decree permanently or temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

AUDIT COMMITTEE

     As of the date of this  Statement the Company has not appointed  members to
an Audit Committee.  As of the date of this Statement no Audit Committee exists.
Therefore,  the role of an Audit  Committee  has been  conducted by the Board of
Directors of the Company.

     The  Company  intends  to  establish  an Audit  Committee  with  additional
appointments to the Board of Directors of the Company,  as the case may be. When
established, the Audit Committee will be comprised of at least two disinterested
members of the Board of Directors of the Company.  When  established,  the Audit
Committee's  primary  function  will be to provide  advice  with  respect to the
Company's  financial  matters and to assist the Board of Directors in fulfilling
its oversight  responsibilities  regarding  finance,  accounting,  tax and legal
compliance.  The Audit Committee's primary duties and responsibilities  will be:
(i) to serve as an  independent  and  objective  party to monitor the  Company's
financial  reporting  process and internal  control  system;  (ii) to review and
appraise the audit efforts of the Company's  independent  accountants;  (iii) to
evaluate the Company's quarterly financial performance as well as its compliance
with  laws and  regulations;  (iv) to  oversee  management's  establishment  and
enforcement of financial policies and business practices;  and (v) to provide an
open avenue of communication among the independent  accountants,  management and
the Board of Directors.

     The Board of Directors of the Company has considered  whether the provision
of such non-audit  services would be compatible  with  maintaining its principal
independent accountant's independence. The Board of Directors considered whether
the Company's principal  independent  accountant was independent,  and concluded
that its principal  independent  accountant for the previous  fiscal years ended
March 31, 2002 and March 31, 2003, was independent.

AUDIT FEES

     During  the  fiscal  year  ended  March  31,  2003,  the  Company  incurred
approximately  $13,000  in  fees to its  principal  independent  accountant  for
professional  services  rendered in connection with preparation and audit of the
Company's financial  statements for fiscal year ended March 31, 2003 and for the
review of the Company's  financial  statements  for the quarters  ended June 30,
2002, September 30, 2002 and December 31, 2002.





FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     During the fiscal year ended March 31, 2003,  the Company did not incur any
fees for professional services rendered by its principal independent  accountant
for certain information  technology  services which may have included,  but were
not limited to,  operating or supervising or managing the Company's  information
or local area network or designing or implementing a hardware or software system
that aggregate source data underlying the financial statements.

ALL OTHER FEES

     During the fiscal year ended March 31, 2003,  the Company did not incur any
other fees for  professional  services  rendered  by its  principal  independent
accountant for all other  non-audit  services which may have included,  but were
not limited to, tax-related services, actuarial services or valuation services.

                             EXECUTIVE COMPENSATION

     As of the date of this  Statement  none of the officers or directors of the
Company are  compensated  for their roles as directors or executive  officers of
the  Company  as the  Company is only in the  development  stage and has not yet
realized substantial  revenues from business operations.  Officers and directors
of the Company,  however, are reimbursed for any out-of-pocket expenses incurred
by them on behalf of the Company.  None of the Company's  directors or executive
officers  are party to  employment  agreements  with the  Company.  The  Company
presently has no pension, health, annuity,  insurance, profit sharing or similar
benefit plans.

     Grant Atkins, the current President,  Secretary,  Treasurer and director of
the Company,  derives  remuneration from the Company indirectly through Investor
Communications  International,  Inc.,  which provides a wide range of financial,
consulting,   administrative  and  management  services  to  the  Company  on  a
month-to-month basis as needed.


                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     As a result of the proposed  issuance of restricted  shares of Common Stock
and the grant of options  and common  stock  purchase  warrants  pursuant to the
Merger  Agreement,  there will be a change in control of the Company.  As of the
date of consummation of the Merger Agreement, it is anticipated that the Company
will issue an aggregate of 11,066,207  shares of its restricted  Common Stock to
the Transax  Shareholders and will grant an aggregate of 4,100,000  warrants and
4,500,000 options to the existing Transax warrantholders and optionholders.  The
table below reflects  ownership  assuming all issuance of Common Stock have been
made and all grants of options and warrants  have been made in  accordance  with
the terms of the Merger Agreement.

     The  Board of  Directors  of the  Company  hereby  set  forth the names and
addresses,  and the approximate number of shares of Common Stock owned of record
or to be owned of record or  beneficially  by each person who owned of record or
to be owned of record, or is known by the Company to own beneficially, more than
five percent (5) of the Company's Common Stock,  and the name and  shareholdings
of each officer and director of the company, and all officers and directors as a
group.





     After  completion of the issuances of Common Stock and options and warrants
as required by the Merger Agreement,  management of the Company anticipates that
the total estimated  capitalization  of the Company will be 12,172,908 shares of
Common Stock issued and outstanding on a non-fully diluted basis.

________________________________________________________________________________

Title of Class     Name and Address         Amount and Nature         Percent of
                 of Beneficial Owner     of Beneficial Ownership       of Class
________________________________________________________________________________
                                                       (1)(2)
Common Stock       Carlingford                8,727,425                  60.02%
                   Investments Limited
                   80 Raffles Place
                   #16-20 UOB Plaza II
                   Singapore 048624

                                                       (1)(3)
Common Stock       Cardlink Worldwide Inc.    1,191,870                   9.79%
                   Flat 3, Elstree Court
                   61 Bisham Road
                   Bonsucesso Rio de Janeiro
                   Brazil

                                                       (1)(4)
Common Stock       Stephen Walters            1,000,000                   7.59%
                   Bali View Block A4/7
                   Jl. Cirendeu Raya 40
                   Jakarta Seletan 13419
                   Indonesia

                                                       (1)(5)
Common Stock       Graeme Smith                 150,000                   1.22%
                   25 South Harper's Rd.
                   Woodend
                   Victoria, Australia
                   3442

                                                       (1)(6)
Common Stock       Nathalie Pilon               150,000                   0.08%
                   2919 Ontario Street
                   Vancouver, British Columbia
                   Canada V5T 2Y3

                                                       (1)(7)
Common Stock       Laurie Bewes                 200,000                   0.16%
                   429 Willarong Road
                   Caringbah, Australia
                   N5W 2229

                                                       (1)(8)
Common Stock       David Bouzaid                200,000                   0.16%
                   Jl. Bangka 7
                   Dalam No. 3A
                   Kemang
                   Jakarta Selata 12730
                   Indonesia




                                                       (1)
Common Stock       Grant Atkins                     -0-                      0%
                   435 Martin Street
                   Suite 2000
                   Blaine, Washington 98230

                                                       (9)
Common Stock       All officers and          11,769,295                  73.38%
                   directors
                   as a group (6 persons)

________________________________________________________________________________

(1)
  These are restricted shares of Common Stock.
(2)
  This figure  includes (a) an aggregate  of  4,039,079,  shares of Common Stock
presently held of record by Carlingford Investments Limited as trustee on behalf
of several  investors  which will be issued  directly to such investors upon the
closing of the Merger  Agreement;  and (b) an  assumption  of the exercise of an
aggregate of 2,700,000 warrants, to be issued by the Company upon the closing of
the Merger Agreement,  exercisable by Carlingford Investments Limited as trustee
on behalf of several investors into 2,700,000 shares of Common Stock at the rate
of $1.00 per share expiring on August 14, 2008.
(3)
  The  1,191,870  shares of  Common  Stock  will be held of  record by  Cardlink
Worldwide  Inc.  as  trustee  on behalf of several  underlying  shareholders  of
Cardlink Worldwide Inc.
(4)
  Represents  an  assumption  of the exercise by Mr.  Walters of an aggregate of
1,000,000  options to be granted by the  Company  upon the closing of the Merger
Agreement,  to  acquire  1,000,000  shares  of  Common  Stock at $0.50 per share
expiring August 14, 2008.
(5)
  Represents  an  assumption  of the  exercise by Mr.  Smith of an  aggregate of
150,000  options  to be granted by the  Company  upon the  closing of the Merger
Agreement, to acquire 150,000 shares of Common Stock at $0.50 per share expiring
August 14, 2008.
(6)
  This  figure  includes  50,000  shares  of  Common  Stock  presently  held  by
Carlingford  Investments  Limited  on behalf of Ms.  Pilon  which will be issued
directly to Ms. Pilon upon the closing of the Merger Agreement. This figure also
represents an assumption of the exercise by Ms. Pilon of an aggregate of 100,000
options to be granted by the Company  upon the closing of the Merger  Agreement,
to acquire 100,000 shares of Common Stock at $0.50 per share expiring August 14,
2008.
(7)
  Represents  an  assumption  of the  exercise by Mr.  Bewes of an  aggregate of
200,000  options  to be granted by the  Company  upon the  closing of the Merger
Agreement, to acquire 200,000 shares of Common Stock at $0.50 per share expiring
August 14, 2008.
(8)
  Represents  an  assumption  of the exercise by Mr.  Bouzaid of an aggregate of
200,000  Stock  Options to acquire  200,000  shares of common stock at $0.50 per
share expiring December 31, 2007.
(9)
  This figure  includes  the: (a)  assumption of the exercise of an aggregate of
1,650,000  options into 1,650,000  shares of Common Stock; and (b) assumption of
the exercise of 2,700,000  warrants to acquire  2,700,000 shares of Common Stock
at an exercise  price of $1.00 per share at an exercise price of $1.00 per share
expiring on August 14,  2008;  all to be granted and issued by the Company  upon
the closing of the Merger Agreement.

     There  are  no  arrangements  or  understandings  among  the  entities  and
individuals  referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.





                    DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
                               SHARING AN ADDRESS

     One Statement will be delivered to multiple shareholders sharing an address
unless  the  Company  receives  contrary  instructions  from  one or more of the
shareholders. Upon receipt of such notice, the Company will undertake to deliver
promptly a separate copy of the Statement to the shareholder at a shared address
to which a single copy of the documents  was delivered and provide  instructions
as to how the shareholder can notify the Company that the shareholder  wishes to
receive a separate copy of the Statement.  In the event a shareholder desires to
provide  such  notice to the  Company,  such  notice  may be given  verbally  by
telephoning  the  Company's  offices at (360)  332-7734 or by mail to 435 Martin
Street, Suite 2000, Blaine, Washington 98230.


                                            By Order of the Board of Directors


                                            Grant Atkins, President